1PLEASE READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT IS 2A BINDING LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN YOU (OR IF YOU ARE 3ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN THE ENTITY THAT YOU 4REPRESENT) AND QUALCOMM TECHNOLOGIES, INC. ("QTI" "WE" "OUR" OR "US"). THIS IS 5THE AGREEMENT THAT APPLIES TO YOUR USE OF THE DESIGNATED AND/OR LINKED 6APPLICATIONS, THE ENCLOSED QUALCOMM TECHNOLOGIES' MATERIALS, INCLUDING RELATED 7DOCUMENTATION AND ANY UPDATES OR IMPROVEMENTS THEREOF 8(COLLECTIVELY, "MATERIALS"). BY USING OR COMPLETING THE INSTALLATION OF THE 9MATERIALS, YOU ARE ACCEPTING THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ITS 10TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, QTI IS UNWILLING TO 11AND DOES NOT LICENSE THE MATERIALS TO YOU. IF YOU DO NOT AGREE TO THESE TERMS 12YOU MUST DISCONTINUE THE INSTALLATION PROCESS AND YOU MAY NOT USE THE MATERIALS 13OR RETAIN ANY COPIES OF THE MATERIALS. ANY USE OR POSSESSION OF THE MATERIALS 14BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. 15 161. RIGHT TO USE DELIVERABLES; RESTRICTIONS. 17 18 1.1 License. Subject to the terms and conditions of this Agreement, 19 including, without limitation, the restrictions, conditions, limitations and 20 exclusions set forth in this Agreement, QTI hereby grants to you a 21 nonexclusive, limited license under QTI's copyrights to: (i) install and use 22 the Materials; and (ii) to reproduce and redistribute the binary code portions 23 of the Materials (the "Redistributable Binary Code"). You may make and use a 24 reasonable number of copies of any documentation. 25 26 1.2 Redistribution Restrictions. Distribution of the Redistributable Binary 27 Code is subject to the following restrictions: (i) Redistributable Binary Code 28 may only be distributed in binary format and may not be distributed in source 29 code format:; (ii) the Redistributable Binary Code may only operate in 30 conjunction with platforms incorporating Qualcomm Technologies, Inc. chipsets; 31 (iii) redistribution of the Redistributable Binary Code must include the .txt 32 file setting forth the terms and condition of this Agreement; (iv) you may not 33 use Qualcomm Technologies' or its affiliates or subsidiaries name, logo or 34 trademarks; and (v) copyright, trademark, patent and any other notices that 35 appear on the Materials may not be removed or obscured. 36 37 1.3 Additional Restrictions. Except as expressly permitted by this Agreement, 38 you shall have no right to sublicense, transfer or otherwise disclose the 39 Materials to any third party. You shall not reverse engineer, reverse 40 assemble, reverse translate, decompile or reduce to source code form any 41 portion of the Materials provided in object code form or executable form. 42 Except for the purposes expressly permitted in this Agreement, You shall not 43 use the Materials for any other purpose. QTI (or its licensors) shall retain 44 title and all ownership rights in and to the Materials and any alterations, 45 modifications (including all derivative works), translations or adaptations 46 made of the Materials, and all copies thereof, and nothing herein shall be 47 deemed to grant any right to You under any of QTI's or its affiliates' 48 patents. You shall not subject the Materials to any third party license 49 terms (e.g., open source license terms). 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The Parties agree that all inventions, 72 product improvements, and modifications conceived of or made by QTI that are 73 based, either in whole or in part, on ideas, feedback, suggestions, or 74 recommended improvements received from You are the exclusive property of QTI, 75 and all right, title and interest in and to any such inventions, product 76 improvements, and modifications will vest solely in QTI. 77 78 1.6 No Technical Support. QTI is under no obligation to provide any form of 79 technical support for the Materials, and if QTI, in its sole discretion, 80 chooses to provide any form of support or information relating to the 81 Materials, such support and information shall be deemed confidential and 82 proprietary to QTI. 83 842. WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF 85THE MATERIALS IS AT YOUR SOLE RISK. THE MATERIALS AND TECHNICAL SUPPORT, IF 86ANY, ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR 87IMPLIED. QTI ITS LICENSORS AND AFFILIATES MAKE NO WARRANTIES, EXPRESS OR 88IMPLIED, WITH RESPECT TO THE MATERIALS OR ANY OTHER INFORMATION OR DOCUMENTATION 89PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF 90MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR 91ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF 92DEALING OR COURSE OF PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE 93CONSTRUED AS (I) A WARRANTY OR REPRESENTATION BY QTI, ITS LICENSORS OR 94AFFILIATES AS TO THE VALIDITY OR SCOPE OF ANY PATENT, COPYRIGHT OR OTHER 95INTELLECTUAL PROPERTY RIGHT OR (II) A WARRANTY OR REPRESENTATION BY QTI THAT ANY 96MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS OR 97OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND IT SHALL BE THE SOLE 98RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO 99THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF 100THIRD PARTIES. 101 1023. NO OTHER LICENSES OR INTELLECTUAL PROPERTY RIGHTS. Neither this Agreement, 103nor any act by QTI or any of its affiliates pursuant to this Agreement or 104relating to the Materials (including, without limitation, the provision by QTI 105or its affiliates of the Materials), shall provide to You any license or any 106other rights whatsoever under any patents, trademarks, trade secrets, copyrights 107or any other intellectual property of QTI or any of its affiliates, except for 108the copyright rights expressly licensed under this Agreement. You understand and 109agree that: 110 111 (i) Neither this Agreement, nor delivery of the Materials, grants any right to 112 practice, or any other right at all with respect to, any patent of QTI or any 113 of its affiliates; and 114 115 (ii) A separate license agreement from QUALCOMM Incorporated is needed to use 116 or practice any patent of QUALCOMM Incorporated. You agree not to contend in 117 any context that, as a result of the provision or use of the Materials, either 118 QTI or any of its affiliates has any obligation to extend, or You or any other 119 party has obtained any right to, any license, whether express or implied, with 120 respect to any patent of QTI or any of its affiliates for any purpose. 121 1224. TERMINATION. This Agreement shall be effective upon acceptance, or access or 123use of the Materials (whichever occurs first) by You and shall continue until 124terminated. You may terminate the Agreement at any time by deleting and 125destroying all copies of the Materials and all related information in Your 126possession or control. This Agreement terminates immediately and automatically, 127with or without notice, if You fail to comply with any provision hereof. 128Additionally, QTI may at any time terminate this Agreement, without cause, upon 129notice to You. Upon termination You must, to the extent possible, delete or 130destroy all copies of the Materials in Your possession and the license granted 131to You in this Agreement shall terminate. Sections 1.2 through 10 shall survive 132the termination of this Agreement. In the event that any restrictions, 133conditions, limitations are found to be either invalid or unenforceable, the 134rights granted to You in Section 1 (License) shall be null, void and ineffective 135from the Effective Date, and QTI shall also have the right to terminate this 136Agreement immediately, and with retroactive effect to the effective date. 137 1385. LIMITATION OF LIABILITY. IN NO EVENT SHALL QTI, QTI's AFFILIATES OR ITS 139LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, 140INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL 141DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE, OR THE DELIVERY OR FAILURE 142TO DELIVER, ANY OF THE DELIVERABLES, OR ANY BREACH OF ANY OBLIGATION UNDER THIS 143AGREEMENT, EVEN IF QTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 144THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT 145REGARDLESS OF WHETHER YOUR REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF 146THEIR ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF QTI, QTI's AFFILIATES AND ITS 147LICENSORS, AND THE SOLE AND EXCLUSIVE REMEDY OF YOU, FOR ANY CLAIM OR CAUSE OF 148ACTION ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT 149EXCEED US$50. 150 1516. INDEMNIFICATION. You agree to indemnify and hold harmless QTI and its 152officers, directors, employees and successors and assigns against any and all 153third party claims, demands, causes of action, losses, liabilities, damages, 154costs and expenses, incurred by QTI (including but not limited to costs of 155defense, investigation and reasonable attorney's fees) arising out of, resulting 156from or related to: (i) any breach of this Agreement by You; and (ii) your acts, 157omissions, products and services. If requested by QTI, You agree to defend QTI 158in connection with any third party claims, demands, or causes of action 159resulting from, arising out of or in connection with any of the foregoing. 160 1617. ASSIGNMENT. You shall not assign this Agreement or any right or interest 162under this Agreement, nor delegate any obligation to be performed under this 163Agreement, without QTI's prior written consent. 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The restrictions, limitations, exclusions and conditions set forth in this 190Agreement shall apply even if QTI or any of its affiliates becomes aware of or 191fails to act in a manner to address any violation or failure to comply 192therewith. You hereby acknowledge and agree that the restrictions, limitations, 193conditions and exclusions imposed in this Agreement on the rights granted in 194this Agreement are not a derogation of the benefits of such rights. You further 195acknowledges that, in the absence of such restrictions, limitations, conditions 196and exclusions, QTI would not have entered into this Agreement with You. Each 197party shall be responsible for and shall bear its own expenses in connection 198with this Agreement. If any of the provisions of this Agreement are determined 199to be invalid, illegal, or otherwise unenforceable, the remaining provisions 200shall remain in full force and effect. This Agreement is entered into solely 201in the English language, and if for any reason any other language version is 202prepared by any party, it shall be solely for convenience and the English 203version shall govern and control all aspects. If You are located in the 204province of Quebec, Canada, the following applies: The Parties hereby confirm 205they have requested this Agreement and all related documents be prepared 206in English..